Anakin utilizes new long-range Y-wing bombers to lead a bold strike on General Grievous' warship the Malevolence and its destructive weapon. As General Grievous uses the Malevolence to terrorize the Republic's medical base, the Jedi rush to defend Republic space. With help from his Padawan Ahsoka and Master Plo Koon, Anakin leads a bold strike mission into enemy territory.
- Ace Pilot: Anakin and Plo Koon are very skilled starfighter pilots. Lampshaded by Ahsoka:Ahsoka: Master, you can make it, but everyone else is getting shot down.
- Bittersweet Ending: This episode ends with Nala Se (a Kaminoan who is the leader of the medical center) thanking Anakin for the many thousand lives his squadron saved. Anakin's answer makes it clear that he's very bitter about the losses it took for them to achieve this objective.
- Bus Full of Innocents: The episode centers around the Republic's efforts to keep the Malevolence from destroying an unarmed medical center holding only medical staff and badly injured soldiers.
- Chekhov's Gun: Early in the battle, Matchstick's ship suffers damage to its engine. Later in the episode, this damage becomes more aggravated and causes his ship to fly out of control, collide with another and cost both pilots' lives.
- Foregone Conclusion: Anakin's plan of attack involves bombing the Malevolence's bridge to kill Grievous. Since Grievous cannot die as a result of appearing in Revenge of the Sith, which is set after the cartoon, this plan is not going to work.
- Foreshadowing: It's mentioned that the medical station and the nebula are in the vicinity of Naboo, which sends ships to help with the evacuation. This becomes important in the following episode.
- Imperial Stormtrooper Marksmanship Academy: Lampshaded by the battle droids when they cheerfully comment how it's nice to shoot targets that aren't trying to dodge or shoot back — but they still can't manage to hit them.Battle Droid 1: This is a lot more fun when they're not shooting back.
Battle Droid 2: I still can't seem to hit anything.
[Grievous smacks the battle droid's head off in anger at its stupidity]
- Mauve Shirt: Matchstick, who is one of the clone pilots in Shadow Squadron, dies due to the damage sustained to his Y-Wing.
- Oh, Crap!: Plo Koon's reaction when he discovers that the route Anakin is taking the squadron on is the Balmorra Run, otherwise known as the nesting ground of the neebray mantas.
- Outrun the Fireball: Anakin's attack strategy is based on the theory that the small and agile fighter bombers can evade the ion cannon's fire.
- Space Clouds: The nebula the characters fly through is a thick, ochre-colored pea-souper with visibility of a dozen meters or so at most, and thick enough to hide starship-sized space monsters until they're right on top of you.
- Space Friction: Matchstick's Y-Wing is destroyed because a damaged part of the bomber can't take the acceleration when he tries to avoid the shot of the ion cannon. Also, whenever the ion cannon hits a ship and short-circuits its engines, the ship immediately halts dead in space. These latter cases might be justified ones, as a concentrated globe of ions indeed has friction.
- Space Is an Ocean: Zigzagged. Sometimes, Anakin's squadron plays it straight with zero or minimal vector changes. However, they occasionally remember that they can go in any direction, but they then have to deal with Space Friction. There are also giant fish flying around in the vacuum.
- Space Whale: The neebray mantas living in the nebula are immense, fishlike monsters that make eery whale-like calls as they fly through space.
- Unspoken Plan Guarantee: Anakin lays out the plan of attack at a briefing. Naturally, things do not go as planned in the actual battle.
- We Have Reserves: Grievous fires the ion cannon at Anakin's squadron, paying no heed to his own droid starfighters in the area.
- The X of Y: "Shadow of Malevolence".